The Board of Directors of the Company
recognises the importance of sound corporate governance and applies The Quoted
Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which
they believe is the most appropriate recognised governance code for a company
with shares admitted to trading on the AIM market of the London Stock Exchange.
It is believed that the QCA Code provides the Company with the framework to
help ensure that a strong level of governance is maintained, enabling the
Company to embed the governance culture that exists within the organisation as
part of building a successful and sustainable business for all its
stakeholders.

The QCA Code has ten principles of
corporate governance that the Company has committed to apply within the
foundations of the business. These principles are:

Establish a strategy and business model which
promote long-term value for shareholders;

Seek
to understand and meet shareholder needs and expectations;

Take
into account wider stakeholder and social responsibilities and their
implications for long tern success;

Embed
effective risk management, considering both opportunities and threats,
throughout the organisation;

Maintain the board as a
well-functioning balanced team led by the Chair;

Ensure that between them the directors
have the necessary up to date experience, skills and capabilities;

Promote a corporate culture that is
based on ethical values and behaviours;

Maintain governance structures and
processes that are fit for purpose and support good decision-making by the
Board; and

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Chairman’s
Corporate Governance Statement:

As Chairman of the Company I have a
keen interest in ensuring that an effective and focused Board leads the
business and builds upon its successes to date. Strong corporate governance
helps underpin the foundations of a solid and successful business. The Board is
committed to ensuring good corporate governance, from executive level and
throughout the operations of the business. Following the revisions to the AIM
Rules for Companies in March 2018, wherebyl AIM companies are required to
comply with a recognised corporate governance code, the decision has been made
by the Board that it will adopt the QCA Code. The Directors believe that the
QCA Code is the most appropriate recognised governance code for the Company.

As Chairman it is my duty to ensure
that good standards of governance are delivered and fed down throughout the organisation.
The Board, as a whole, looks to instil a culture across the Company, delivering
strong values and behaviours. The Board and executive team have worked
tirelessly to bring the business to the place it currently stands, but it will
face challenges over the next year due to the regulatory changes which we have
announced. Throughout this period the importance of good governance and working
for the benefit of all stakeholders has been at the forefront of the Board and
executive management. As the Company moves forward I, as Chairman, will work
with the Board to build upon the existing values that are in place and ensure
that good corporate governance continues to be present within the organisation
and delivered throughout the business, ensuring that we grow with foundations
of integrity and strong principles for the benefit of all stakeholders.

The corporate
governance arrangements that the Board has adopted are intended to ensure that
the Company delivers medium and long-term value to its shareholders. The Board
maintains dialogue with its investors, providing them with such information on
the Company’s progress as is permitted by the AIM rules, MAR and the
requirements of the relevant legislation.

The Board currently consists of three
Independent Non-Executive Directors and three Executive Directors. Whilst the Board recognises that an Executive
Chairman is not considered best practice, the Board believes that this
arrangement suits the Company at the current time and that the Chairman is
integral to the ongoing development of the business.

Zhou Wenjie

Chairman

Website disclosures:

The QCA Code requires us to apply the
ten principles and publish certain disclosures in our annual report and also on
our website. Our website disclosures are as follows:

Principle Two - Seek to understand and meet
shareholder needs and expectations.

Disclosure: explain the ways in which the
Company seeks to engage with shareholders.

The Company’s Annual Report and Notice
of Annual General Meetings (AGM) are sent to all shareholders and can be
downloaded from our website. Copies of these documents for the last five years,
and the Interim Report and other investor presentations are also available on
the Company’s website.

Shareholders are kept up to date via
regulatory news flow (“RNS”) on matters of a material substance and regulatory
nature.

Our AGM is an annual opportunity for
shareholders to meet with the Chairman and other members of the Board, including
the Chief Financial Officer (CFO). The meeting is open to all shareholders,
giving them the option to ask questions and raise issues during the formal
business or more informally following the meeting.

At the AGM, separate resolutions are
proposed on each substantial issue. For each proposed resolution, proxy forms
are issued which provide voting shareholders with an opportunity to vote in
advance of the AGM if they are unable to vote in person. Our registrars, Neville
Registrars , count the proxy votes which are properly recorded and the results
of the AGM are announced through an RNS.

The Board is keen to ensure that the
voting decisions of shareholders are reviewed and monitored and that approvals
sought at the Company’s AGM are as much as possible within the recommended
guidelines of the QCA Code.

The Chairman and CFO, where
appropriate, respond to shareholder queries directly (whilst remaining cognisant
of the Market Abuse Regulations’ restrictions on inside information and within
the requirements of the AIM Rules for Companies).

Principle Three: Take into account wider stakeholder
and social responsibilities and their implications for long term success

Disclosure: Explain how the business model
identifies the key resources and relationships on which the business relies.
Explain how the Company obtains feedback from stakeholders.

Our business model and strategy is
clear and is set out in our Annual Report, which is available on our website. The
model is to identify, develop and maintain reliable and quality recycle metal
suppliers overseas and PRC and to identify, develop and maintain customers in
PRC.

We value the feedback we receive from
our stakeholders and we take every opportunity to ensure that where possible
the wishes of stakeholders are considered. The executive team is a small and
dedicated team who work hard to ensure that values of the Company are an
integral part of the business. The Board works closely with the management team
with clear and open communication both within and outside of the Board room.
The Company has an open-door policy from the executive team down where
employees’ opinions and suggestions are valued and listened to.

Principle Six:Ensure that
between them the directors have the necessary up to date experience, skills and
capabilities

The Board comprises of the Chairman, three non-executive directors
and two executive directors, (see www.zibaometals.com). The Board has
significant industry, financial, public markets and governance experience,
possessing the necessary mix of experience, skills, personal qualities and
capabilities to deliver the strategy of the Company for the benefit of the
shareholders over the medium to long-term.

Whilst the Board
recognises that an Executive Chairman is not considered best practice, the
Board believes that this arrangement suits the Company at the current time and
that the Chairman is integral to the ongoing development of the business.

The Board is kept abreast of developments of governance, legal and
accounting changes and AIM regulations. The Company’s lawyers provide updates
on governance issues to the Board, the Company’s NOMAD provides annual Board
AIM Rules refresher training as well as the initial training as part of a new Director’s
onboarding.

All Directors have access to the Company’s NOMAD, company
secretary, lawyers and auditors as and when required and are able to obtain
advice from other external bodies when necessary.

The Company is mindful of the issue of gender balance, although
Board appointments are made with the primary aim of ensuring that the candidate
offers the required skills, knowledge and experience.

Disclosure: A description of the Board
performance evaluation process.

The Directors consider seriously the
effectiveness of the Board, Committees and individual performance.

The Board meets formally two times a
year with ad hoc Board meetings as the business demands. There is a strong flow
of communication between the Directors. The
Agenda is set with the consultation of CFO and Chairman, with consideration
being given to both standing Agenda items and the strategic and operational
needs of the business. Papers are circulated well in advance of the meetings,
giving Directors ample time to review the documentation and enabling an
effective meeting. Resulting actions are
tracked for appropriate delivery and follow up.

The
current non-executive Directors were appointed in 2014. The composition of the
Board continues to be monitored and the balance of executive and non-executive
directors.

On-going review of the functioning of the Board and ensuring that
the highest level of governance is maintained whilst being mindful of the size
and stage of development of the Company. Whilst the Board has not undertaken
any formal training this is something that will be considered as the business
grows and the Board establishes further.

The Directors have a wide knowledge of the business and
requirements of directors’ fiduciary duties. The Directors have access to the
Company’s NOMAD, lawyers and auditors as and when required. They are also able,
at the Company’s expense, to obtain advice from external bodies if
required. The Board as a whole is
mindful of the need for considering succession planning.

Principle Eight: Promote a corporate culture
that is based on ethical values and behaviours

Disclosure: how
the Board ensures that the Company has the means to determine ethical values
and behaviours

The
Directors are committed to ethical values and behaviours across the Board and
the Company as a whole. The Directors are mindful of the industry that the
business operates in and takes all issues of ethical behaviours seriously.
These behaviours are instilled throughout the organisation. The importance of
delivering success in a safe environment is not undermined.

Issues of bribery and corruption are taken seriously, The Company
has a zero-tolerance approach to bribery and corruption and has an anti-bribery
and corruption policy in place to protect the Company, its employees and those
third parties to which the business engages with. The policy is provided to
staff upon joining the business and training is provided to ensure that all
employees within the business are aware of the importance of preventing bribery
and corruption. There are strong financial controls across the business to
ensure on going monitoring and early detection. See further disclosure on p14
of the 2018 Annual Report & Accounts.

A whistleblowing policy is in place, which enables staff to raise
any concerns in confidence. Alan Ong has assumed the role of whistleblowing
officer.

Principle Nine – Maintain governance structures and processes
that are fit for purpose and support good decision-making by the Board

Disclosure: Roles
and responsibilities of the Chair, CEO and other directors with commitments.
Describe the roles of the Committees

The Board retains ultimate
accountability for good governance and is responsible for monitoring the
activities of the executive team. No one individual director has unfettered
powers of decision.

The Chairman has the responsibility for ensuring that the Board
discharges its responsibilities and is also responsible for facilitating full
and constructive contributions from each member of the Board in determination
of the Group’s strategy and overall commercial objectives. The Chairman engages with
shareholders and other stakeholder groups to ensure a strong relationship
between them and the Company.

The Audit Committee meets at least
twice a year. The Committee assists with the Board’s oversight of the integrity
of the financial reporting and the independence and performance of the
Company’s Auditor.

The Remuneration Committee meets once
a year to consider all material elements of remuneration, including the
executive director’s remuneration and performance.

All Board Committees report back to
the Board following a Committee meeting.

The Board retains full and effective
control over the Company and holds regular meetings at which financial,
operational and other reports are considered and where appropriate voted upon.
The Board is responsible for the Group’s strategy and key financial and
compliance issues.

There are certain matters that are
reserved for the Board, they include:

·approval of the Group’s strategic aims and
objectives;

·approval of the Group’s annual operating and
capital expenditure budgets and any material changes to them;

·Review of Group performance and ensuring that
any necessary corrective action is taken;

·Extension on the Group’s activities into new
business or geographical areas;

·Any decision to cease to operate all or any
part of the Group’s business;

·Major changes to the Group’s corporate
structure and management and control structure;

·Any changes to the Company’s listing;

·Changes to governance and key business
policies;

·Ensuring maintenance of a sound system of
internal control and risk management;

·Approval of half yearly and annual report and
accounts and preliminary announcements of final year results;

·Reviewing material contracts and contracts not
in the ordinary course of business.

As the Company grows, the Directors
will ensure that the governance framework remains in place to support the
development of the business.

Principle Ten -
Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders

Disclosure: Outcomes
of votes cast by shareholders to be disclosed in a clear and transparent
manner. If a significant number of votes were cast against a resolution put to
a general meeting (20%) explain the reasons behind the votes cast.

If a significant proportion of votes
was ever cast against a resolution, the Company would, on a timely basis,
provide an explanation of what actions it intends to take to understand the
reasons behind that vote result, and, where appropriate, any different action
it has taken, or will take, as a result of the vote.

Annual Report
disclosures:

The table below
provides details of our annual report disclosures as required under the QCA
Code

QCA Code

Principle

Required disclosure

Reference

1

Explain the company’s business model and
strategy, including key challenges in their execution (and how those will be
addressed).

2018 Annual Report: principally pp 3, 4, 7

4

Describe how the board has embedded
effective risk management in order to execute and deliver strategy. This
should include a description of what the board does to identify, assess and
manage risk and how it gets assurance that the risk management and related
control systems in place are effective.

2018 Annual Report: p7

5

Identify those directors who are considered
to be independent; where there are grounds to question the independence of a
director, through length of service or otherwise, this must be explained.

Chin Phang Kwok

Peter George Greenhalgh

Ajay Kumar Rajpal

Describe the time commitment required from
directors (including non-executive directors as well as part-time executive
directors).

The executive Directors are expected to
devote substantially the whole of their time to their duties with the
Company. The non-executives have a
lesser time commitment. It is anticipated that each of the non-executives
will about 12 days a year.

Include the number of meetings of the board
(and any committees) during the year, together with the attendance record of
each director.

2018 Annual Report: pp11 and 13

6

Identify each director.

2018 Annual Report: pp 5-6

Describe the relevant experience, skills and
personal qualities and capabilities that each director brings to the board (a
simple list of current and past roles is insufficient); the statement should demonstrate
how the board as a whole contains (or will contain) the necessary mix of
experience, skills, personal qualities (including gender balance) and
capabilities to deliver the strategy of the company for the benefit of the
shareholders over the medium to long-term.

See website disclosure Principle Six

Explain how each director keeps his/her
skillset up-to-date.

See website disclosure Principle Six

Where the board or any committee has sought
external advice on a significant matter, this must be described and
explained.

N/A

Where external advisers to the board or any
of its committees have been engaged, explain their role.

N/A

Describe any internal advisory
responsibilities, such as the roles performed by the company secretary and
the senior independent director, in advising and supporting the board.

The Company Secretary helps keep the Board
up to date on areas of new governance and liaises with the NOMAD on areas of
AIM requirements. The Company Secretary has frequent communication with the
Chairman/CEO and is available to other members of the Board as and when
required.

7

Include a high-level explanation of the
board performance effectiveness process.

2018 Annual Report: p 12

Where a board performance evaluation has
taken place in the year, provide a brief overview of it, how it was conducted
and its results and recommendations. Progress against previous
recommendations should also be addressed.

N/A

8

Include in the chair’s corporate governance
statement how the culture is consistent with the company’s objectives,
strategy and business model in the strategic report and with the description
of principal risks and uncertainties. The statement should explain what the
board does to monitor and promote a healthy corporate culture and how the
board assesses the state of the culture at present.

see Website disclosures: Principle Eight
above.

10

Describe the work of any board committees
undertaken during the year.

2018 Annual Report: pp 13-14

Include an audit committee report (or equivalent
report if such committee is not in place).

2018 Annual Report: pp 13-14

Include a remuneration committee report (or
equivalent report if such committee is not in place).

2018 Annual Report: pp13-14

If the company has not published one or more
of the disclosures set out under Principles 1-9, the omitted disclosures must
be identified and the reason for their omission explained.

N/A

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions.

Internal Controls

The Board acknowledges its overall responsibility for ensuring that the Company has a system of internal controls in place that is appropriate. However, Shareholders should be mindful that any system can only provide reasonable, not absolute assurance against material misstatement or loss and is designed to manage but not eliminate the risk of failure to achieve business objectives. The key procedures are:

● a corporate governance policy with clearly defined rules relating to the delegation of authority;

● preparation of annual budgets for the business, reviewed by the executive management and subject to Board approval; and

● monthly management accounts and key performance dates which are compared with budget.

At formal meetings, the board receives reports by Chairman or Chief Executive or both on the overall performance over the previous period. They are supported by the Finance Director on financial detail. They are followed with reports on other matters, particularly progress with development projects. Minutes of board Committee meetings held since the previous formal board meeting are received and decisions made by those committees are submitted for ratification where such is needed. It is anticipated that 4 Board meetings will be held every year.

There is a formal schedule of matters reserved for the board. This includes the setting of high level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive schemes. Specific authority levels for expenditure are delegated to individual executives or management committees according to a schedule agreed by the board.

Whilst the bulk of the formulation of budgets and strategy is undertaken by executive directors, this is done against a framework set by the whole board, challenged by it in detail and finally approved by it.

Remuneration Committee

The Remuneration Committee consists of Chin Phang Kwok and Ajay Rajpal. Chin Phang Kwok has been appointed chairman. The Remuneration Committee monitors the performance of each of the Company’s executive Directors and senior executives to ensure they are rewarded fairly for their contribution. The recommendations of the Remuneration Committee are presented to a meeting of the full Board. The remuneration and terms and conditions of appointment of the non-executive directors are set by the Board as a whole.

The Audit Committee

The Audit Committee consists of Peter Greenhalgh and Ajay Rajpal. Ajay Rajpal has been appointed chairman. The Audit Committee is responsible for ensuring that the Combined Code is implemented in respect to matters relating to the Company’s external audit. In addition, the Committee also discusses the scope of the audit before its commencement and it receives reports from the external auditors. The Committee also recommends the appointment of, and will review the fees of, the external auditors. The Audit Committee meets the external auditors and meets internally at least twice per year. It also meets on an ad hoc basis as required.Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.